8-KShareholder MattersOther EventsExhibits & Filings

Dell Technologies Inc. 8-K Report, Shareholder Vote Results (Dec 11, 2018)

Filed December 11, 2018For Securities:DELL

Summary

Dell Technologies Inc. (DELL) filed an 8-K on December 11, 2018, reporting the results of a special stockholder meeting held on December 11, 2018. The primary focus was the "Class V transaction," which allows holders of Class V common stock to exchange their shares for either Class C common stock or $120.00 in cash, subject to a $14 billion aggregate cash cap. Stockholders overwhelmingly approved the merger agreement and the amended and restated certificate of incorporation necessary for this transaction. The report also indicates that the transaction is expected to close by December 28, 2018, with Class C common stock commencing trading on the NYSE on the same day.

Key Highlights

  • 1Dell Technologies Inc. stockholders approved the amended merger agreement and amended and restated certificate of incorporation for the Class V transaction.
  • 2The Class V transaction allows holders of Class V common stock to elect to receive Class C common stock or $120.00 cash per share, with an aggregate cash consideration cap of $14 billion.
  • 3Approval required a majority vote of Class V common stock holders (excluding affiliates) as a separate class, which was met.
  • 4The election deadline for Class V stockholders to choose their consideration is December 21, 2018.
  • 5The Class V transaction is expected to close on December 28, 2018.
  • 6Shares of Class C common stock are expected to begin trading on the NYSE on December 28, 2018.
  • 7Proposal 3, concerning executive compensation related to the transaction, was also approved on an advisory basis.

Frequently Asked Questions

The special meeting resulted in the overwhelming approval of the amended merger agreement and the amended and restated certificate of incorporation by Dell Technologies Inc. stockholders. These approvals are crucial for proceeding with the Class V transaction.

Holders of Class V common stock have the option to exchange their shares for either a specified number of Class C common stock shares or $120.00 in cash per share. There is a cap of $14 billion on the total amount of cash that can be paid out.

The transaction is anticipated to close on December 28, 2018. Shares of Class C common stock are expected to begin trading on the New York Stock Exchange on the same day.

The election deadline for holders of Class V common stock to choose between receiving Class C common stock or cash is 5:30 p.m., New York City time, on December 21, 2018.